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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FIRST EQUITY PROPERTIES, INC.
...............................................................................
(Name of Issuer)
Common Stock, par value $0.01 per share
...............................................................................
(Title of Class of Securities)
320097-10-8
...............................................................................
(CUSIP Number)
Robert A. Waldman
Nevada Sea Investments, Inc.
10670 North Central Expressway, Suite 600
Dallas, Texas 75231
(214) 692-4758
...............................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 11, 1997
...............................................................................
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting persons's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 95103-2101
- -------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Nevada Sea Investments,Inc. 75-2604949
.....................................................................
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..................................................................
(b) ..................................................................
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3) SEC Use Only .........................................................
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WC
4) Source of Funds (See Instructions) ...................................
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) .........................................................
...............................................................................
- -------------------------------------------------------------------------------
Nevada
6) Citizenship or Place of Organization ................................
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5,285,472
7) Sole Voting Power ..................................
Number of -------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power ................................
Owned by -------------------------------------------------------------
Each Report- 5,285,472
ing Person 9) Sole Dispositive Power .............................
With -------------------------------------------------------------
-0-
10) Shared Dispositive Power ...........................
- -------------------------------------------------------------------------------
5,285,472
11) Aggregate Amount Beneficially Owned by Each Reporting Person .........
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ........................................................
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50%
13) Percent of Class Represented by Amount in Row (11)....................
- -------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)...........................
...............................................................................
...............................................................................
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Statement on Schedule 13D ("Amendment No. 2")
is an amendment to (and restatement of) Schedule 13D for original date of event
of June 27, 1995 filed with the Securities and Exchange Commission (the
"Commission") on July 24, 1995, as amended by Amendment No. 1 thereto for event
occurring on December 16, 1996 relating to shares of Common Stock, par value
$0.01 per share (the "FEPI Common Stock") of First Equity Properties, Inc., a
Nevada corporation (the "Issuer" or "FEPI"), which has its principal executive
offices located at 10670 N. Central Expressway, Suite 410, Dallas, Texas 75231.
The CUSIP number of the shares of FEPI common stock is 320097-10-8.
The Issuer is Nevada corporation incorporated December 19, 1996 and is
the ultimate successor-in-interest to Wespac Investors Trust III, a California
real estate investment trust ("Wespac") originally established August 22, 1983.
On November 29, 1996, the then shareholders of Wespac approved the conversion of
Wespac into FEPI, which was accomplished by incorporating Wespac as a California
corporation and merging it into FEPI, previously a wholly-owned subsidiary of
Wespac, with FEPI as the surviving entity. The effective date of the merger of
FEPI and the California corporation was December 24, 1996. Pursuant to such
transaction, persons deemed to be prior holders of shares of beneficial
interest, no par value, of Wespac became holders of FEPI Common Stock on a
one-for-one exchange basis. Certificates representing shares of FEPI Common
Stock were distributed by FEPI's transfer agent to the holders thereof on
February 11, 1997. The CUSIP number of the shares of beneficial interest, no par
value of Wespac was 951032-10-1.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This Amendment No. 2 is filed by Nevada Sea
Investments, Inc. ("Nevada Sea"), a Nevada corporation which presently has its
principal executive offices located at 10670 North Central Expressway, Suite
410, Dallas, Texas 75231. Nevada Sea received certificates representing the FEPI
Common Stock described in Item 5 below registered in the name of Nevada Sea on
or about February 11, 1997, which is the date (if any) requiring the filing of
this Amendment No. 2. Nevada Sea's principal business is investment in real
estate. The name, business address, present principal occupation or employment,
and the name and address of the corporation or organization in which each such
occupation, position, office or employment is conducted, of each of the
executive officers or directors of Nevada Sea are set forth on Schedule 1
attached hereto. Each of the individuals listed on Schedule 1 is a citizen of
the United States of America.
(d) During the last five years, neither Nevada Sea nor any of its
executive officers or directors has been convicted in a
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criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Nevada Sea nor any of its
executive officers or directors has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No funds were required of Nevada Sea to acquire the FEPI Common Stock
on a one-for-one exchange basis pursuant to the transaction of succession
described in Item 1 above.
ITEM 4. PURPOSE OF TRANSACTION.
Nevada Sea originally acquired the shares of beneficial interest of
Wespac in order to assume day-to-day operating control and management of Wespac
(the Issuer's predecessor)and to attempt to resolve a bankruptcy proceeding
involving Wespac through proposing and effectuating a Confirmed Plan and its
ultimate Modification. Nevada Sea has no present plans or proposals which would
result in Nevada Sea seeking to acquire the entire equity interest in the
Issuer. Except as set forth in this Amendment No. 2, Nevada Sea has no present
plans or proposals which relate to or would result in:
(a) the acquisition by any person of any additional securities
of the Issuer or the disposition of securities of the Issuer, except
that Nevada Sea may, if the appropriate opportunity exists, acquire
additional securities of the Issuer or dispose of any portion or all of
the securities of the Issuer presently owned; or
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving Issuer; or
(c) a sale or transfer of a material amount of assets of the
Issuer; or
(d) a change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or
term of directors or fill any existing vacancies on the Board of
Directors, except that the following individuals who are also designees
of Nevada Sea and employees of one of Nevada Sea's affiliates have been
elected as of the date of incorporation as two of the members of the
Board of Directors:
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Karl L. Blaha
F. Terry Shumate
(e) any material change in the present capitalization or
dividend policy of the Issuer; or
(f) any other material change in the Issuer's business or
corporate structure; or
(g) changes in Issuer's Charter, Bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person, except that ownership of the
number of shares of FEPI Common Stock by Nevada Sea described in Item 5
below could have the effect of making it more difficult for persons to
obtain control of the Issuer in the future; or
(h) causing a class of securities of the Issuer to be
de-listed from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association; or
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 2, 1998, an aggregate of 5,285,472 Shares of FEPI
Common Stock were held by Nevada Sea, which constitutes an aggregate of 50% of
the total number of 10,570,944 Shares of FEPI Common Stock issued and
outstanding as of such date. Nevada Sea had reported in Amendment No. 1 to
Schedule 13D dated January 28, 1997 ("Amendment No. 1") an entitlement to only
5,284,472 shares of beneficial interest of Wespac, but upon the effectiveness of
the merger on December 24, 1996 and the reconciliation of shares of FEPI Common
Stock for issuance, additional entitlements of others were discovered which
caused an increase of 1,000 shares of FEPI Common Stock to Nevada Sea. Under the
terms of the confirmed Plan of Reorganization as modified of Wespac, Nevada Sea
was entitled to (and did) receive 50% of the total outstanding shares of FEPI
Common Stock.
(b) Nevada Sea has the sole power to vote 5,285,472 Shares of FEPI
Common Stock and, subject to compliance with applicable securities laws, Nevada
Sea has the sole power to dispose of all of such 5,285,472 Shares of Common
Stock of the Issuer.
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(c) During the 60 calendar days ended October 2, 1998, Nevada Sea did
not engage in any transaction in Shares of FEPI Common Stock or any other equity
interest derivative thereof.
(d) No person other than Nevada Sea or its Board of Directors is known
to have the right to receive or the power to direct receipt of dividends from,
or proceeds from the sale of, the 5,285,472 Shares of FEPI Common Stock held by
Nevada Sea.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to an agreement effective May 12, 1995, Greenbriar Corporation
(then known as Medical Resource Companies of America) granted an option to
Nevada Sea to purchase a judgment from a California Court (the "Judgment")
against the predecessor of FEPI and all of Greenbriar Corporation's claim
against Wespac in the Bankruptcy Proceeding, which option was in lieu of any
other agreement among the parties, written or verbal, relating to Wespac (the
"Original Option"). As a result of various negotiations, the Original Option was
amended and at the time of execution of a letter agreement dated May 31, 1996,
Greenbriar Corporation conveyed to Nevada Sea an undivided 50% interest in and
to the Judgment and the Claim which resulted in an undivided 25% out of an
aggregate of 50% of new shares of Beneficial Interest of Wespac referred to in a
Confirmed Plan as the "New Common Stock" on a "when issued" basis (which became
the FEPI Common Stock). As a part of such arrangement, Greenbriar Corporation
covenanted and agreed that it would not, without the prior written consent of
Nevada Sea, sell or dispose of any of the 25% of the total of FEPI Common Stock
which Greenbriar Corporation holds.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment No. 2
to Statement on Schedule 13D is true, complete and correct.
Dated: October 2, 1998 NEVADA SEA INVESTMENTS, INC.
By: /s/ ROBERT A. WALDMAN
-----------------------------------
Robert A. Waldman, Secretary
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SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
OF NEVADA SEA INVESTMENTS, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH
NEVADA SEA INVESTMENTS, INC. BUSINESS ADDRESS
- ---------------------------- ----------------
<S> <C>
Randall M. Paulson 10670 N. Central Expressway
Director and President Suite 600
Dallas, Texas 75231
Bruce A. Endendyk 10670 N. Central Expressway
Vice President Suite 600
Dallas, Texas 75231
Robert A. Waldman 10670 N. Central Expressway
Director and Secretary Suite 600
Dallas, Texas 75231
Drew D. Potera 10670 N. Central Expressway
Treasurer Suite 600
Dallas, Texas 75231
</TABLE>
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